Opt-In Right Clause Samples

Opt-In Right. During the Evaluation Period, Immatics may elect to opt-in to the Profit and Loss Share set forth in Section 7.4.3 with respect to the [**] TCER portion of all P&L Products (“Opt-In,” and such right to Opt-In, the “Opt-In Right”). Immatics may exercise the Opt-In Right by providing written notice to Moderna of such election at any time no later than the end of the Evaluation Period (“Opt-In Exercise Notice”). Within [**] of Moderna’s receipt of the Opt-In Exercise Notice and Immatics’ receipt of the respective invoice from Moderna, Immatics shall make a one-time, nonrefundable (except as set forth in Section 9.6) and non-creditable payment to Moderna for [**] times the Phase 1 Trial Costs within [**] after receipt of such invoice.

Opt-In Right. Notwithstanding anything to the contrary in this Section 11.3, on a Collaboration Target-by-Collaboration Target basis, if ▇▇▇▇▇▇ has exercised the Kymera Opt-In Right with respect to a given Collaboration Target, then, during the applicable Opt-In Period, (a) the Parties will share costs and profits in the United States with respect to Licensed Products Directed Against such Collaboration Target in accordance with the applicable Cost/Profit Sharing Agreement and (b) the terms of Sections 11.3.1 through 11.3.6 and 11.3.8 will apply to sales of Licensed Products Directed Against such Collaboration Target in the Rest of World. For clarity, in the event Kymera exercises the Kymera Opt-In Right with respect to a given Collaboration Target and later exercises the Kymera Opt-Out Right with respect to such Collaboration Target, then the terms of Sections 11.3.1 through 11.3.6 and 11.3.8 will apply to sales of Licensed Products Directed Against such Collaboration Target throughout the Territory. Further, any relevant Blocking Third Party Intellectual Property Costs paid by Sanofi will be subject to the relevant Cost/Profit Sharing Agreement.

Opt-In Right. On a Program-by-Program basis, at any time during the applicable Opt-In Term, Juno shall have the right, but not the obligation, to exercise the Opt-In Right for such Program in its sole discretion by delivering written notice of such exercise to Editas prior to the end of the applicable Opt-In Term (the “Opt-In Right Exercise Notice”). Following each Opt-In Right Exercise Notice delivery, Editas shall prepare and submit to Juno for review a draft of the Licensed Program Addendum with respect to such Program (including completing the exhibits and schedules or updates thereto in order to incorporate such Program as a Licensed Program (as such term is defined in the License Agreement)) and, within [**] following Juno’s receipt of such draft Licensed Program Addendum, subject to Section 3.5, Juno (or an Affiliate designated by Juno) and Editas shall execute the Licensed Program Addendum for such Program. For clarity, the Licensed Program Addendum shall serve only to add the Licensed Program to the License Agreement on the same terms and conditions set forth therein. Neither Party shall be required to waive or amend any provision of the License Agreement in connection with the execution of any Licensed Program Addendum. Subject to Section 3.5, effective on the date of such Opt-In Right Exercise Notice and until the execution of such Licensed Program Addendum, the licenses to Juno set forth in the License Agreement are hereby granted by Editas to Juno with respect to the applicable Program (including the applicable Lead Candidate and Related Collaboration RNP Complexes in connection therewith), subject to, and in accordance with, the terms and conditions of the License Agreement; provided that if Editas executes the Licensed Program Addendum, but Juno does not execute such Licensed Program Addendum (other than as a result of any act or omission of Editas) within [**] following Juno’s receipt of a complete draft of the Licensed Program Addendum in accordance with this Section 3.2(a), then the license granted in this sentence shall automatically terminate; provided, however, that, except as otherwise expressly provided herein, the Parties’ other rights and obligations under this ARTICLE 3 shall remain in full force and effect.

Opt-In Right. (a) Upon receipt of all Qualifying Offers or on the expiration of the submission time, the Management Board of the Company shall evaluate the Qualifying Offers and determine which provides the highest value to the Company. For the avoidance of doubt, […***…]. (b) If only […***…] has been submitted, the Management Board shall […***…], determine, by approval of all voting members, whether to accept or reject such Qualifying Offer. If the Qualifying Offer is […***…]. (c) If both Optionees have submitted Qualifying Offers (and no Qualifying Offers from Third Parties have been received), then the Management Board may, by approval of all voting members, determine that one of the Qualifying Offers provides the highest value to the Company. If the voting members of the Management Board cannot make such a determination, then the Qualifying Offers shall be submitted to an arbitrator for determination in accordance with the procedures set forth in Exhibit B hereto (“Baseball Arbitration”) which of the Qualifying Offers provides the highest value to the Company […***…]. (d) If both Optionees and at least one Third Party make a Qualifying Offer, all voting members of the Management Board shall be entitled to participate in the evaluation, discussion and voting regarding the determination of which Qualifying Offer provides the highest value to the Company. If the Management Board cannot agree as to which Qualifying Offer provides the highest value to the Company, then […***…] shall determine what Qualifying Offer […***…] believes provides the highest value to the Company and these two Qualifying Offers shall be […***…] to determine which of the Qualifying Offers provides the highest value to the Company. If the Qualifying Offer finally determined to provide the highest value to the Company was the […***…], such Qualifying Offer shall be referred to as the Winning Offer. (e) If only one Optionee has submitted a Qualifying Offer and at least one Third Party makes a Qualifying Offer, then the Management Board may, by approval of the voting members in accordance with Section 2.5(j) below, determine that one of the Qualifying Offers provides the highest value to the Company. If the voting members of the Management Board cannot make such a determination, then […***…] shall determine what Qualifying Offer […***…] believes provides the highest value to the Company and these […***…]. If the Qualifying Offer finally determined to provide the highest value to the Company is the […...

Opt-In Right. Subject to the terms of this Agreement, Subscriber may request the addition of a new Consortia Member to this Agreement at any time, provided that any such proposed new Consortia Member shall be a university, educational institution, research organisation or other similar organisation, in Ireland. Such addition will take effect as an addendum to this Agreement which must be signed by both the Parties confirming the additional Fee payable in respect of that new Consortia Member’s access to the Licensed Materials and further rights according to this Agreement (such as Publishing rights) and the commencement date on which that new Consortia Member may access the Licensed Materials. Where a new Consortia Member is added pursuant to the Opt-In right described above), BMJ will increase the Fee applicable to that Subscription Year with retrospective effect to take account of the addition of the relevant new Consortia Member inline with the pricing guidance below, and BMJ shall be immediately entitled to submit an invoice to that relevant new Consortia Member for the balance of the Fee due and payable as a result of that increase. Guidance for new Consortia Member pricing: Read Fee: Shall be based on the tier banding according to FTE size (to be checked and validated in collaboration with the Subscriber), the total Read Fee equates to a percentage of the relevant Collection list price, reflecting total value o associated non-open access, non-research content within the associated journals. Publish Fee: Shall be based on the total estimated research output for 2024 (forecasted using CAGRs) multiplied by the 2024 average APC for the relevant Collection journals. BMJ signature: 2/2/2024 ......................... .......................................... Name: ▇▇▇▇ ▇▇▇▇▇ Date Title: Mrs ▇▇▇ and on behalf of BMJ Publishing Group Limited Subscriber signature: 9/2/2024 ................................................... .......................................... Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Date Title: Director for and on behalf of the Subscriber References to the Consortia Members shall include the member institutions listed in the table below (provided that the number of Consortia Members may be altered by the Subscriber pursuant to the Opt-Out Right and/or Opt-In Right specified in Part A). Consortia Member: Subscription Site(s) IP addresses: 1 Dublin City University Dublin City University, Technological University Dublin, Library central Services Unit, Dublin City Campus, Low...

Opt-In Right. In the event Lilly declines to undertake such preparation or filing, or to continue such prosecution or maintenance, of a given New Patent in the Territory, Lilly shall promptly notify United Therapeutics of such decision and United Therapeutics shall have the right to take over and file, prosecute, and maintain such Lilly Patent at its sole expense and discretion. Lilly shall cooperate in any such transfer of responsibilities and rights as necessary or prudent for the benefit of United Therapeutics to prosecute and maintain the foregoing rights. Thereafter, United Therapeutics shall have the right but not the obligation to prosecute or maintain any such Lilly Patent, as the case may be, at its expense; provided that United Therapeutics shall keep Lilly reasonably informed of the progress of any such prosecution. Lilly shall have the right to review all such pending applications and other proceedings and make recommendations to United Therapeutics concerning them and their conduct, but the final decision with respect thereto shall rest with United Therapeutics, provided that United Therapeutics acts reasonably. United Therapeutics shall ▇▇▇▇▇ ▇▇▇▇▇ a license under such patent application or Patent issuing therefrom to the extent such a license is Useful to Lilly in Lilly’s Domain.

Opt-In Right. (a) Achillion shall promptly notify Gilead in writing of the outcome of the FDA Meeting, and contemporaneously shall provide Gilead with copies of all material correspondence sent to and received from the FDA pertaining to such FDA Meeting to the extent not already provided pursuant to Section 2A.1(e) above (such notice and correspondence, collectively the “FDA Meeting Notice”). Gilead may exercise its right to fully participate in the Development and commercialization of ACH-1095 and to continue the Development and commercialization of the Other Compounds, and Licensed Products containing any of the Compounds, by delivering written notice of such exercise to Achillion within thirty (30) days after Gilead’s receipt of the complete FDA Meeting Notice. (b) Achillion shall promptly notify Gilead upon establishment of Proof of Concept for ACH-1095, which notice shall include (i) a full disclosure of all materially relevant data as described in Exhibit 1.3 and Exhibit 2.2, and (ii) a reasonable estimate of the Research Costs that Gilead would be required to reimburse in accordance with Section 2A.3 below (such notice, data and cost estimate, collectively the “POC Notice”). Gilead may exercise its right to fully participate in the Development and commercialization of ACH-1095 and to continue the Development and commercialization of the Other Compounds, and Licensed Products containing any of the Compounds, by delivering written notice of such exercise to Achillion within forty five (45) days after Gilead’s receipt of the complete POC Notice. (c) Achillion shall promptly notify Gilead upon Achillion’s failure to establish Proof of Concept after Achillion conducts a phase 1b proof-of-concept study in HCV-infected patients, which notice shall include (i) a full disclosure of all materially relevant data generated in the course of Achillion’s research and Development Activities during the Interim Period, and (ii) a reasonable estimate of the Research Costs that Gilead would be required to reimburse in accordance with Section 2A.3 below (such notice, data and cost estimate, collectively the “POC Failure Notice”). Gilead may exercise its right to fully participate in the Development and commercialization of ACH-1095 and to continue the Development and commercialization of the Other Compounds, and Licensed Products containing any of the Compounds, by delivering written notice of such exercise to Achillion within forty five (45) days after Gilead’s receipt of the comple...

Opt-In Right. Subject to the terms and conditions of this Agreement, on a Program-by-Program basis, Evaxion hereby grants to MSD an exclusive right, subject to the terms hereof, exercisable at any time during the Option Term, in MSD’s sole discretion, to obtain the exclusive licenses set forth in Section 4.1.2 (“Option”). For the avoidance of doubt, MSD shall not be required to exercise any given Option. ▇▇▇▇▇▇▇ acknowledges and agrees that all Options granted by Evaxion to MSD as set forth herein will be granted by Evaxion exclusively to MSD until the end of the Option Term, and Evaxion shall not (and shall ensure that its Affiliates do not) grant any options (or other rights) to any other Person that would conflict with or are inconsistent with the Option granted to MSD hereunder. During the Option Term, Evaxion will promptly respond to any of MSD’s reasonable request for additional discussions and information that is in Evaxion’s (or its Affiliate’s) Control, in each case relating to a Program or the Program Antigens.

Opt-In Right. Subject to the terms of this Agreement (including Section 3.5), Licensor shall have the option during the Option Period to assume all control and responsibility for the Development, Manufacture, and Commercialization of Licensed Products in the Opt-In Territory and the exclusive (even with respect to Licensee) right to Develop, Manufacture, and Commercialize Licensed Products in the Field in the Opt-In Territory (the “Opt-In Right”).